Business Controls Template

BUSINESS CONTROLS TEMPLATE

Client Name:   Provider Name:

RECITALS

WHEREAS, Client engages Provider to design, document, implement and monitor business controls intended to mitigate operational, financial reporting and compliance risks applicable to Client's business operations; and

WHEREAS, Provider has the experience, personnel and methodology to develop and maintain a controls framework, to perform control testing, and to provide ongoing monitoring and reporting in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective duties, deliverables, payment terms and governance for the controls engagement.

SCOPE OF WORK

Provider shall perform the following core activities in connection with the engagement: design and document control objectives and control activities; assign control ownership; develop control testing procedures; execute initial and periodic control tests; report findings with remediation recommendations; and support remediation verification. Specific deliverables and timelines are set forth in the Scope Description above and in any attached schedules executed by the parties.

CONTROLS MATRIX

The parties agree to document controls in the matrix below. Provider will maintain the master controls register and update as control changes occur.

Frequency:   Risk Rating:

Control Type: Preventive Detective Compensating

Frequency:   Risk Rating:

Control Type: Preventive Detective Compensating

PAYMENT TERMS

Client shall pay Provider for services in accordance with the fee schedule set forth below. Fees are exclusive of applicable taxes unless otherwise stated.

Late Payment: Any undisputed amount not paid within days of invoice date shall accrue interest at per month (or the maximum rate permitted by law, if lower).

TERM AND TERMINATION

This Agreement commences on Effective Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach. Termination does not relieve Client of the obligation to pay for services rendered through the effective termination date.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may obtain confidential or proprietary information of the other party. "Confidential Information" includes nonpublic business, technical and financial information, control documentation, test results and remediation plans. Each receiving party shall (i) treat Confidential Information with at least the same degree of care that it uses to protect its own confidential information, but no less than reasonable care, (ii) not use Confidential Information except to perform its obligations or exercise rights under this Agreement, and (iii) not disclose Confidential Information to third parties except to those employees, contractors or auditors with a need to know who are bound by confidentiality obligations no less protective than those in this Agreement. Confidential Information does not include information which is or becomes publicly available through no fault of the receiving party, independently developed by the receiving party, or rightfully received from a third party without restriction. If disclosure is compelled by law, the receiving party shall give prior written notice and only disclose the minimum required.

MONITORING, REPORTING AND AUDIT RIGHTS

Client shall have the right to audit Provider's control testing records and results upon reasonable notice and during normal business hours, provided that such audits are conducted in a manner that does not unreasonably interfere with Provider's operations. Provider shall retain records of all testing and remediation activity for a period of years following completion of the applicable testing cycle.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflict of law principles.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any (i) schedules, statements of work, and pricing attachments executed by the parties, and (ii) written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below via certified mail, courier, or electronic delivery to an address designated for notices.

ADDITIONAL TERMS

Provider represents and warrants that it will perform services in a professional manner consistent with industry standards. Except as expressly set forth herein, neither party makes any other warranty, express or implied. Neither party shall be liable to the other for incidental, consequential, special or punitive damages, except for willful misconduct or gross negligence. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

RESPONSIBILITIES

SIGNATURES

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